Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - WALGREEN CO | c63690exv99w1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2011
WALGREEN CO.
(Exact name of registrant as specified in its charter)
Illinois | 1-604 | 36-1924025 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
200 Wilmot Road, Deerfield, Illinois | 60015 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (847) 315-2500
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On March 24, 2011, Walgreen Co. (the Company) and drugstore.com issued a joint press release
announcing the execution of an Agreement and Plan of Merger among drugstore.com, the Company, and
Dover Subsidiary, Inc., a wholly-owned subsidiary of the Company, pursuant to which Dover
Subsidiary will merge with and into drugstore.com with drugstore.com surviving as a wholly-owned
subsidiary of the Company. The closing of the transaction is subject to the satisfaction of
certain closing conditions, including satisfaction of regulatory requirements and approval of the
transaction by drugstore.coms stockholders. A copy of this press release is attached hereto as
Exhibit 99.1. This report shall not be deemed an admission as to the materiality of any of the
events described herein or in the exhibit hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | |
99.1
|
Press Release of Walgreen Co. and drugstore.com dated March 24, 2011 |
Cautionary Note Regarding Forward-Looking Statements
Statements in this report that are not historical are forward-looking statements. These
statements are not guarantees of future performance and are subject to risks, uncertainties and
assumptions that could cause actual results to vary materially from those indicated, including: the
ability to satisfy the closing conditions and timely consummate the proposed transaction, the
ability to accurately forecast the financial, tax and accounting consequences of the proposed
transaction, and other factors described in Walgreens Annual Report on Form 10-K for the year ended
August 31, 2010 and subsequent SEC filings, which risks and uncertainties are incorporated herein
by reference. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this report. Except to the extent required by law, Walgreens
disclaims any obligation to update any forward-looking statements after the distribution of this
press release, whether as a result of new information, future events, changes in assumptions, or
otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WALGREEN CO. |
||||
Date: March 24, 2011 | By: | /s/ Dana I. Green | ||
Title: Executive Vice President, | ||||
General Counsel and Corporate Secretary | ||||